Client Alert On The SEC’s Proposed Changes To The Registered Offering Framework

At Goodwin, we partner with our clients to practice law with integrity, ingenuity, agility, and ambition. Our 1,600 lawyers across the United States, Europe, and Asia excel at complex transactions, high-stakes litigation and world-class advisory services in the technology, life sciences, real estate, private equity, and financial industries. Our unique combination of deep experience serving both the innovators and investors in a rapidly changing, technology-driven economy sets us apart.

Explore Firm Details

The SEC has proposed sweeping amendments to modernize the registered offering framework, significantly expanding Form S-3 eligibility and shelf registration access while introducing new issuer categories that would extend WKSI-style accommodations...

United States Corporate/Commercial Law

David M. Lynn,Jonathan Burr,Jacqueline R. Kaufman

+3 Authors

Article Insights

David M. Lynn’s articles from Goodwin Procter LLP are most popular:

with readers working within the Retail & Leisure industries

We published on our client alert on the SEC’s proposed amendments to the Securities Act registration framework that are intended to modernize and streamline the registered offering process. Highlights include:

SEC proposes significant amendments to modernize and streamline the registered offering framework under the Securities Act.
The proposed amendments would significantly expand access to Form S-3, shelf registration and ATM offerings by eliminating existing public float and “baby shelf” limitations and removing the current requirement that issuers wait 12 months before becoming eligible to use Form S-3.
The proposed amendments would extend many WKSI-style communications and offering accommodations to a substantially broader range of domestic public companies through new “ELI” and “SELI” categories.
The proposed amendments would modernize Form S-1 incorporation-by-reference rules and preempt state blue sky registration and qualification requirements for registered offerings.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

[View Source]

Authors